Arthur Cox Tax Group Update December 2023
It’s been a busy year for the Arthur Cox Tax Group. Here is a sample of what we have been working on in 2023 and other news.
Arthur Cox maintained its band 1 ranking for Chambers Europe and tier 1 ranking for The Legal 500 EMEA 2023.
Fintan Clancy, the head of the tax group was recognised by The Legal 500 EMEA with a place in the Hall of Fame, tax partners David Kilty and Ailish Finnerty were recognised by The Legal 500 EMEA as leading practitioners and tax partner Orlaith Kane was recommended by The Legal 500 EMEA.
Chambers Europe recognised Fintan Clancy, Ailish Finnerty and David Kilty in the individual rankings.
Five lawyers from our Tax Group ranked in the International Tax Review (ITR) World Tax Leaders 2023. Those ranked include:
Fintan Clancy, Partner – Highly Regarded
Ailish Finnerty, Partner – Notable Practitioner
David Kilty, Partner – Highly Regarded
Orlaith Kane, Partner – Highly Regarded
Dearbhla Ní Fhloinn, Senior Associate – Rising Star
CRH and Flutter transition to New York Stock Exchange
Arthur Cox advised CRH and Flutter on the tax implications of their respective recommendations to shareholders to move their primary stock listing to the US, together with associated trans‑Atlantic share settlement issues and stamp duty matters. This also involved advising both companies on their engagement and consultation with stakeholders and policymakers in relation to the transaction.
CRH PLC, the leading provider of building materials solutions, completed the transition to the NYSE in September 2023, advised by tax partners Fintan Clancy and Orlaith Kane, and senior associate Dearbhla Ní Fhloinn.
Tax partner David Kilty and senior associate Elaine Mooney are advising Flutter Entertainment Plc, which owns brands such as Paddy Power and PokerStar. It has indicated its intention to delist from the Irish stock exchange and will list on the NYSE in the first quarter of 2024.
These are market leading transactions in the Irish market as part of the continuing trend of issuers seeking access to a deeper pool of capital in the US.
Ronan Group Real Estate
Fintan Clancy and Ruth O’Sullivan advised Ronan Group Real Estate on the tax (including stamp duty) implications of its agreement with Citi to develop Citi’s new European headquarters on Dublin’s North Wall Quay. This deal was a major office redevelopment in the Dublin market.
Advising Seagate Technology PLC on exchangeable senior notes
Tax partner Fintan Clancy and senior associate Elaine Mooney partnered with Ropes & Gray in advising our long-standing client Seagate Technology Holdings PLC on its sale of $1.5 billion exchangeable senior unsecured notes due 2028. In connection with the notes, the team also advised Seagate Technology on privately negotiated capped call option transactions with certain initial purchasers of the notes. The capped call transactions are expected generally to reduce the potential dilution to Seagate’s ordinary shares upon exchange of the notes. This offering of exchangeable notes alongside a related capped call transaction is the first of its kind in Ireland. Read more here.
Advising on ‘STS’ securitisation of performing residential mortgage loan portfolio
Arthur Cox are pleased to have acted as Irish counsel for Natixis and BofA Securities Europe, S.A. as joint arrangers and joint lead managers in respect of a securitisation by Dilosk RMBS No.6 (STS) DAC. The securitisation comprised a portfolio of residential mortgage loans secured on Irish property with a value of over €500 million. This public securitisation has been structured as a simple, transparent and standardised (“STS”) securitisation, a first for the portfolio originator Dilosk DAC. The notes issued by Dilosk RMBS No.6 (STS) DAC are listed on the regulated market of Euronext Dublin. Tax partner Ailish Finnerty and senior associate Dearbhla Ní Fhloinn acted for the tax team. Read more here.
Avadel Pharmaceuticals plc
Tax partner Fintan Clancy and senior associate Elaine Mooney advised Avadel Pharmaceuticals plc (Nasdaq: AVDL) on three transactions including a $125 million equity offering, a $96 million exchange of convertible notes and a $75 million royalty financing to support the potential commercialization of LUMRYZ™ for the treatment of cataplexy or excessive daytime sleepiness in adults with narcolepsy. Read more here.
Linde plc corporate restructure
Tax partners, Fintan Clancy, Orlaith Kane along with senior associate Dearbhla Ni Fhloinn and associate Ruth O’ Sullivan advised Linde Plc on the largest corporate restructuring in Irish history. The board and management of Linde plc, a leading global industrial gases and engineering company determined that shareholders had become negatively affected by various factors associated with the stock being dual listed in the United States and Germany. The transaction involved the creation of a new NYSE listed holding company through an Irish scheme of arrangement, a related domestic merger, and a delisting of Linde plc shares from the Frankfurt Stock Exchange. The tax team played a central role, ensuring that the Irish scheme of arrangement and related domestic merger took place in a tax efficient manner.
KBC’s withdrawal from Irish Market
In this landmark transaction, Arthur Cox advised KBC on its withdrawal from the Irish banking market. Tax partner David Kilty and senior associate Elaine Mooney assisted KBC in navigating largely unknown territory in the preparation and planning of KBC’s exit from the Irish market including advising on the tax aspects. This deal will set a benchmark and strong precedent for any other transactions of this nature.
Softbank’s investment in Cubic Telecom
Tax Partner, David Kilty, and senior associate Cristina Susanu advised Cubic Telecom on Softbank’s investment of approximately €473 million in Cubic Telecom at a valuation of over €900 million. Read more here.
Alkermes plc separation of oncology business
Tax partner Fintan Clancy and senior associate Simona Prielaidaite advised Alkermes plc on its completed separation of its oncology business into Mural Oncology plc, a new, independent, publicly traded company on the Nasdaq Global Market under the stock ticker symbol “MURA”. Alkermes plc is now a pure-play neuroscience company and will continue to trade under the Nasdaq ticker symbol “ALKS.” Read more here.
Tax partner Orlaith Kane and senior associate Paulina Serafieva advised Mallinckrodt plc, a leading global pharmaceutical company, on its Irish examinership and bankruptcy proceedings pursuant to Chapter 11 in the US Bankruptcy Court for the District of Delaware. As part of the examinership process and the US bankruptcy proceedings Mallinckrodt plc, had to be de-listed from the NYSE. Mallinckrodt plc is not currently listed on any stock exchange market.
Fintan Clancy, Dearbhla Ni Fhloinn and Rachel Coyle advised the first lien lenders to Endo International plc in relation to its bankruptcy proceedings pursuant to US Chapter 11.
De-SPAC transactions require significant legal and tax analysis. The Arthur Cox tax team have considerable experience and have been involved in almost all de-SPAC transactions that have taken place via Irish top holding companies in recent years.
Tax partner Ailish Finnerty, senior associates Elaine Mooney and Dearbhla Ni Fhloinn and associate Ruth O Sullivan advised Security Matters on the completion of its migration from ASX to NASDAQ by way of a deSPAC combination with Lionheart III Corp. via a newly formed Irish company SMX (Security Matters) plc whose shares and warrants commenced trading on NASDAQ on 8 March.
The tax team received a number of very successful outcomes for clients before the Tax Appeals Commission (TAC). In one case, the TAC confirmed that royalty withholding tax was deductible for our client, a decision involving the interaction between accounting principles, the tax credit and loss utilisation rules. For more on the Determination see the full Arthur Cox Briefing.
We achieved a very favourable settlement of a High Court appeal for a client on certain corporation tax matters.
Mutual Agreement and Advance Pricing Agreements
This year Fintan Clancy, Ailish Finnerty, Rachel Coyle, Dearbhla Ni Fhloinn, Orlaith Kane and Simona Prielaidaite have worked on MAPs and APAs for Irish resident companies with the US, Canada, Germany, Korea and Spain.
Pillar Two & Tax Policy
In addition, the tax department has advised it clients on preparing for the new Pillar Two minimum effect tax regime, that will come into effect under Irish law from 1 January 2024. The new legislation is highly complex and novel, and the tax team have been on hand to answer client’s questions as they arise in the run-up to implementation.
The Tax Group is involved in the development of Irish tax policy and Ireland’s response to international tax reform. Acting on our own and as part of various collective efforts, we have been involved in efforts to strengthen the Irish tax system and to make Ireland a leading jurisdiction for international business. The tax team has engaged extensively in 2023 with the Irish Department of Finance, the EU Commission and OECD on new legislative proposals, responding to public consultations, legislative feedback statements and engaging with the Irish Department of Finance and European Commission on specific matters of concern for clients.
Background on the Tax Group
The Arthur Cox tax group is one of the leading tax law practices in Ireland. We provide fully comprehensive and commercial tax advice to a broad range of domestic and international clients operating in all sectors of the Irish economy. We provide high value advice on important transactions and challenging situations.
Our team is an integrated part of the firm’s wider legal practice for clients but also provides stand-alone tax advice.
We have a highly experienced team made up of four Partners, one Of Counsel, eleven Associates, one knowledge lawyer and two to four Trainees.